David Rawlinson - Dec 10, 2021 Form 4 Insider Report for Qurate Retail, Inc. (QRTEA)

Role
President/CEO
Signature
/s/ Brittany A. Uthoff as Attorney-in-Fact for David Rawlinson II
Stock symbol
QRTEA
Transactions as of
Dec 10, 2021
Transactions value $
-$233,556
Form type
4
Date filed
12/14/2021, 04:21 PM
Previous filing
Aug 20, 2021
Next filing
Mar 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QRTEA Series A Common Stock Options Exercise $0 +66.2K $0.00 66.2K Dec 10, 2021 Direct F1
transaction QRTEA Series A Common Stock Tax liability -$234K -28.8K -43.48% $8.12 37.4K Dec 10, 2021 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction QRTEA Restricted Stock Units - QRTEA Options Exercise $0 -66.2K -13% $0.00 443K Dec 10, 2021 Series A Common Stock 66.2K Direct F2, F3
holding QRTEA Stock Option (right to buy) - QRTEA 1.33M Dec 10, 2021 Series A Common Stock 1.33M $8.98 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit converted into one share of Series A Common Stock.
F2 Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock.
F3 This restricted stock unit award vested 13% on December 10, 2021, and will vest 29% on each of December 10, 2022, December 10, 2023, and December 10, 2024.
F4 On November 4, 2021, the Issuer announced that its board of directors declared a special cash dividend in the amount of $1.25 per common share payable on November 22, 2021, to all holders of record of the Issuer's common stock at the close of business on November 15, 2021 (the "Dividend"). This stock option award was previously reported as an option relating to 1,185,053 shares of the Issuer's Series A common stock at an exercise price of $10.50 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all common stock options held by the reporting person were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
F5 This stock option award vests 50% on December 31, 2023, and 50% on December 31, 2024.